Steve Crow, Porn and Companies Act Offences

Media Release 15 July 2009

No. 1 Story http://business.scoop.co.nz/2009/07/15/steve-crow-porn-companies-act-offences/

The Society has today filed 16 complaints against Porn Company Director Steve Crow with both the Legal Team of the Companies Office and the National Enforcement Unit, pertaining to 16 breaches of the Companies Act 1993. These alleged offences relate to his use on official documents of the company name “Eden Digital Ltd” over a period of five years, before such an entity was ever registered with the Companies Office.

The name “Eden Digital Ltd” was first registered on 26 March 2009 out of a name change of a former company – Vixen TV Ltd – of which Crow was the sole director. Crow has boasted to media that “Eden Digital Ltd” has arisen like a phoenix from the ashes of two of his other companies that have been placed into liquidation – Vixen Direct Ltd and Erotica Expo Ltd – and that they continue to trade as the newly formed company.

Eden Digital Ltd (formerly Vixen TV Ltd - the name change registered on 26 March 2009), is a separate company to the two liquidated companies. All that Crow has done is “sweep house” (his words) and leave no crumbs for creditors – that is ensure that the parent company (CVC Group Limited, of which he is one of three directors) of the his two liquidated companies acquire all the stock from his two liquidated companies (DVD Sex titles etc), and then direct CVC to on-sell all the crumbs (assets) on to a company he directs, Vixen TV Ltd, just prior to liquidators being appointed on 27 May 2009. (Note: On 26 March 2009 he changed the name of Vixen TV Ltd to Eden Digital Ltd). Now there is no sweet candy in the larder for any of the creditors of the two liquidated companies.

Mr Crow’s breaches of the Act relate to his use since 2004 of the name “Eden Digital Ltd” on his Annual Returns and other documents filed with the Companies Office, relating to at least two other companies of which he is a director – HWGA Co Ltd and Sidefx Ltd.

Background:

HWGA Ltd (Co No. 661946)

Porn King Steve Crow and the female Senior Sergeant of Police

Stephen Peter Crow is currently a ‘lame-duck’ co-director of HWGA Co Ltd serving the company with director Senior Sergeant of Police Gaylene Sharon Rogers [Editor update: who resigned on 16 July 2006]. They have been the only two directors since 23 January 2008. According to the Company’s Constitution, Steve was not entitled to vote at any meeting of the directors; while director Gaylene who is his ex-wife could vote.

HWGA Ltd was incorporated on 10 January 1995 and Companies Office online records reveal that Steve Crow, Kerry Charles Goldstone of 53 St Andrews Rd, Epsom, Auckland, Peter James Hugh Chamberlain of 108 Ngapuhi Rd, Remuera, Auckland and Dermott Malley of 154 Gilbertson Rd, Napier, were all appointed directors on 5 January 1995. Chamberlain resigned on 31 July 2000, Goldstone resigned on 5 December 2005 and Dermott Malley who was appointed along with Gaylene Rogers on 20 April 2006 as a new director, resigned on 23 January 2008.

Dermott Malley, CEO of Truth Publications Ltd, currently owns 50% of HWGA Ltd shares (Malley headed a group of private investors that bought NZ Truth from Fairfax Media for an undisclosed sum early in 2007). The other 50% of HWGA Ltd shares are owned by Andrew James Steele of 12a Pararua Street, Mt Roskill, Auckland.

Malley’s Truth tabloid makes much of its money by advertising porn, and services relating to the sex industry. It also publishes articles sensationalising Steve Crow’s triumphs in sleaze promotion. Crow has said that his plan is to watch first-hand how you go about spreading moral decay and degeneracy through a nation of innocents. He uses Malley’s Truth tabloid to spread this degeneracy and both men have a ring-side seat.

The Company Constitution for HWGA Ltd was signed by one director – Kerry Charles Goldstone – on 29 December 1994 and registered with the Companies Office on 10 January 1995 when the company was incorporated. Since that date the Constitution has not been altered. According to the Constitution, founding director Stephen Peter Crow is unable to vote at any meeting of the directors and this rule remains in force.

Section 3.3 states: “Notwithstanding any other provisions of this constitution STEPHEN PETER CROW SHALL NOT BE ENTIITLED TO VOTE AT ANY MEETING OF THE DIRECTORS and shall not be counted in the quorum of such meeting at which a decision is made to allocate or distribute either income or capital of any trust in which he is a beneficiary or potential beneficiary or is a member of a class of beneficiaries which is [sic] will or may be likely to benefit personally from any such allocation or distribution” (Emphasis added).

This means that Senior Sergeant Gaylene Rogers of the Auckland Police who Steve Crow first met in 2002 and later married in Las Vegas, and who along with him was investigated by police in 2003 over their relationship, was [until her resignation on 16 July]  able to vote at all director’ meetings, but not him. Rogers, who was described as Crow’s “girlfriend” in the October 2005 issue of Canvas Magazine, was entitled to vote as soon as she became a company director on 20 April 2006, but not ‘lame-duck’ Steve, despite having been a director for 11 years prior to Gaylene coming on board as director. (Note: Rogers was investigated by her police bosses over whether it was appropriate to date the country’s outspoken sleaze Porn King).

Five offences against the Companies Act

On 20 April 2006 Crow, in his role as director of HWGA Ltd, filed a “Particulars of Shareholding” document with the Companies Office, detailing the shareholding of HWGA, recording his name as “Stephen Crow Eden Digital Ltd, PO Box 28051 Remuera, Auckland.” However, Eden Digital Ltd was not a registered company name until 26 March 2009 (see below) and to use it on an official document was an offence against the Companies Act 1993. He did the same when he used it on a “Particulars of Directors” document filed on 21 April 2006 when he recorded that Gaylene Sharon Rogers [Editor update resigned 16 July 2009] had been appointed a director. He committed an offence for a third time in on an Online Particulars document filed on 22 May 2006 that recorded that Dermott Malley of 154 Gilbertson Rd, Napier had been appointed as a director, effective 20 April 2006.

His fourth offence relating to the misuse of the name Eden Digital Ltd occurred when he filed the online Particulars of Address document on the 29 July 2008 relating to HWA Co Ltd and its change of registered office address and address for service – both were changed to 45 Stanhope Road, Elleslie, Auckland. (The address for communication was also changed to PO Box 28051, Remuera, Auckland. All three new addresses effective 5 August 2008).

Crow’s fifth offence relates to his online Annual Return 2008 registered on 29 July 2008 where again he used the company name Eden Digital Ltd to identify himself. He gave as his residential address 15/3A Harrison Rd, Elleslie, Auckland.

When Crow completed the Consent and Certificate of Director form on behalf of new director Dermott Malley on 22 May 2006 he identified himself as Stephen Crow, Vixen Direct Ltd, PO Box 28051 Remuera.” At that time Vixen Direct Ltd was a registered company of which he was a director. No problems here.

When Crow completed the Online Particulars of Directors filed on 12 February 2008 recording that Dermott Malley had resigned as director effective 23 January 2008, he identified himself as “Steve Crow 57A Walmsley Road, Otahuhu, Auckland, the same residential address used by then current co-director Sharon Gaylene Rogers [Editor update: who resigned on 16 July 2009]. As noted, just six months later when filing the 2008 Annual Return, he used the address 15/3A Harrison Road address. No mention by Steve of Eden Digital Ltd. No problem.

The Online Returns for HWA Co Ltd for 2006 and 2007 were all filed by BDO SPICERS, Bdo Spicers, BD SPICERS, PO Box 2219, Auckland. The registered Office of HWGA that became effective on 3 September 2001 is Bdo Spicers, Level 8, Westpac Trust Tower, Auckland. (As noted, on the 29 July 2008 Crow filed a document relating to HWA Co Ltd and its change of registered office address, address for service – both changed from the above to 45 Stanhope Road, Elleslie, Auckland).

Sidefx Co Ltd (Co. No. 1391203) 100% owned by CVC Co Ltd.

Stephen Peter Crow was residing at 15/3a Harrison Rd, Elleslie, Auckland, on 4 September 2003 when Sidefx Ltd was incorporated and he became its sole director. At this time he held 1% of the company shares. Raymond Sydney Corban Simpson, also residing at the same address was allotted 20% of the shares and HWGA Co Ltd held 79% of Sidefx shares. Currently CVC Group Ltd, of which Steve Crow is one of its three directors, owns 100% of the shares of Sidefx Ltd. (the other directors are John Malcolm Carr and accountant Shirish Daddaram Vagal). Sidefx currently has the same registered office as CVC Group Ltd and HWGA Ltd – 45 Stanhope Rd, Elleslie, Auckland.

Brian Coburn Jewell also listed his residential address as 15/3a Harrison Rd when he was appointed as a second director for Sidefx Co Ltd on 5 December 2005. In an on-line entry on 12 February 2005 noting Jewell’s resignation on 31 January 2006, Crow again recorded Jewell’s residential address as 15/3A Harrison Road. At this time he recorded his own as 57A Walmsley Rd, Otahuhu, Auckland.

Sidefx is 100% owned by CVC Group Ltd of which Crow is one of three directors

Shareholding details

On 1 Set 2005 Raymond Simpson’s 20 shares in Sidefx were transferred to CVC Co Ltd. On 4 December 2005 Crow’s single share and 79 shares held by HWGA were transferred to CVC Group so that it now owns 100% of shares.

Incorporation of Sidefx Ltd

Crow submitted his “Consent and Certificate of Director or Directors of Proposed Company to the Companies Office at 19:11:29 on 4 September 2003 – with respect to the proposed company Sidefx Ltd, states: “presented by Vixen Direct Ltd [Co. No. 608726] P.O. Box 28051”. (Vixen Direct Ltd – later renamed Le Obstacles d’Armour – of which Crow was sole director, was placed into voluntary liquidation on 8 March 2006 after the business was sold off in December 2005).

On the same day three “Consent of Shareholder or Shareholder” documents were also signed and submitted by Crow on behalf of the three shareholders (see names above) and all were “presented by Vixen Direct Ltd [Co. No. 608726] P.O. Box 28051”. The registered office for one shareholder, HWGA Co Ltd, was given as Bdo Spicers. Level 8, 120 Albert St, Auckland and Crow is a currently one of two directors of HWGA but is not a shareholder.

Six offences committed under of the Companies Act relating to Annual Returns

Stephen Peter Crow submitted to the Companies Office six on-line Annual Returns (2004-2009) for Sidefx Ltd under his name “Stephen Crow Eden Digital Ltd PO Box 28051, Remuera, Auckland.” These returns constitute six separate offences under the Companies Act because there was no such limited liability company registered in this name until 26 March 2009 (Crow’s first offence occurred on 7 May 2003 and the last on 23 March 2009).

As noted above, “Eden Digital Ltd” (Co. No. 2122974) did not exist as a registered company name until 26 March 2009, having been originally incorporated under the name Vixen TV Ltd on 23 April 2008. A search of the Companies Register available online will prove that no registered company existed prior to 26 March 2009 with the name “Eden Digital Ltd”.

Five more offences committed under the Companies Act

Stephen Peter Crow used the name Eden Digital Ltd on four other documents in breach of the Companies Act. Two relate to “Particulars of Shareholding” dated 1 September 2005 and 4 December 2005. In the latter he records that his 1% shareholding in Sidefx has been transferred to CVC Group Ltd of which he is currently one of three directors.

Two more offences were committed by Crow in the use of the name “Eden Digital Ltd” in two on-line documents relating to “Particulars of Director” submitted on 5 December 2005 and 12 February 2008. In the latter one he records “Eden Digital Ltd” at the address “57A Walmsley Rd, Otahuhu” which has never been either the company office or address for service. As noted, no such limited liability company has ever been registered prior to 26 March 2009. The fifth offence relates to giving this false address.

Vixen Publications Ltd.

Steve Crow has always been the sole director of Vixen Publications Ltd (Co. No. 16299781) since it was incorporated on 10 May 2005. Its original name was Uncensored Media Ltd and this was changed to Vixen Media Ltd on 12 February 2007 before being changed to Vixen Publications Ltd on 2 July 2007. All the company shares are owned by CVC Group limited of which Crow is one of three current directors. Its registered office, like that of Sidefx, HWGA Co Ltd, Eden Digital Ltd and CVC Group Ltd, is at 45 Stanhope Rd, Elleslie, Auckland.

On 10 May 2005 Crow submitted a document – Consent and Certificate of Director or Directors of Proposed Company – with respect to Vixen Publications Ltd (Co No. 16299781) – which stated: “presented by Vixen Direct Ltd P.O. Box 28051”. Crow signed the document on that day and it stated: “I consent to act as a director of the above proposed company” [Vixen Publications Ltd].

“Vixen Direct Ltd” – its registered name from 31 January 2001 to 29 November 2005 was one of Crow’s registered companies (Co. No. 608726) at the time. He changed its name later on 15 February 2006 to Les Obstacles de L’Armour just before it was put into liquidation on 8 March 2006 by special resolution of shareholders after it had ceased trading in December 2005.

Eden Digital Ltd (formerly Vixen TV Ltd) Co. No. 2122974

Steve Crow claimed on Close Up TV One (8 July) that Eden Digital Ltd was formed out of the ashes of two companies he was sole director of: Vixen Direct Ltd (Co. No. 514464) and Erotica Expo (Co. No. 1275425), which are both in liquidation and both 100% owned by CVC Group Ltd of which he is one of its three directors. The Dominion Post (8 July 2009) repeats this falsehood when it quotes Crow as stating:

“I’ve basically consolidated Vixen, Erotica and NZX Magazine into one company and trimmed a whole lot of overheads and we’re continuing to trade”.

Eden Digital Ltd began life under the name Vixen TV Ltd and was incorporated on 23 April 2008 with three directors: Stephen Peter Crow of 57a Walmsley Ave, Otahuhu, Auckland; John Malcolm Carr of 14/31 Greenlane Rd, Greenlane, Auckland and Shirish Dattaram Vagal of 306 Bucklands Rd, Bucklands Beach, Auckland. Vagal resigned as director just before the end of the 2008/09 tax year on 31 March 2009.

By consent of the directors, Vixen TV Ltd became Eden Digital Ltd on 26 March 2009 and that new name was first registered on 1 April 2009. This re-named company has no relationship whatsoever with either of Steve Crow’s companies Vixen Direct Ltd (renamed Z4K74D Ltd) or Erotica Expo (renamed Malibu Media Ltd), currently in liquidation. They were both placed into voluntary liquidation on 27 March 2009.

Crow claims that the owner and “parent company” (his words) of both liquidated companies, CVC Group Ltd, had a prior “security interest” over the assets of both. CVC acquired all the companies stock (presumably porn DVDs at cost etc) he says, just prior to liquidation, as payment for money owed the parent company, leaving as it were, no sweet candy in the larder for any creditor. The assets were then on-sold to Eden Digital Ltd directed by Steve Crow and Malcolm Carr, a multimillionaire property developer and internet tax accountant. Both men are currently directors of CVC Group Ltd.

What a conniving candy con job! It’s business or bust!

End Notes:

Crow has 33 criminal convictions for distributing objectionable material. Source: Sunday-Star Times 26 October 2003.

See: The People Vs. Steve Crow,” by John Landrigan, North & South (Issue 207, June, pages 82-90). “Besides the porn baby [controversy], collectively he, his ex-business partner Fiona Gibb and Vixen Direct [Ltd] faced 135 criminal charges last year. Crow pleaded guilty to 33 of the lesser charges – for the distribution of objectionable material … he still faces seven regulatory infringements to a law he does not agree with.”

See Listener Feb 10-16, 2007 Vol. 207 No. 3483: Comic Relief by Staff Writers. “So Truth has been sold by Fairfax because it “doesn’t fit in with Fairfax’s other titles”. What that means is that Fairfax has gone all squeamish over Truth’s tits-and-bums style. In its heyday, the weekly boasted a circulation of more than 200,000, but that’s dwindled to 12,000 in the latest audit. Fairfax’s predecessor, INL, put up with Truth’s seedy reputation and grubby content because the paper contributed about $300,000 in profits, mostly from sex-trade advertising. Trouble was, profits struggled to keep ahead of hefty legal bills and the odd monster defamation award. The last biggie involved Ray Columbus and wife, who scored more than $600,000 from the courts; word is the case cost INL $1 million all up. The new owner is Dermot Malley and colleagues. For a while Malley owned and ran the rather staid NZ Gardener magazine, which he sold to INL in the early 1990s. Imagine the possibilities now – Sex & Spuds, Beans & Boobs, Corn & Porn … you name it.”

See: “Fairfax sells The Truth” by Andrew Janes, Press 20 Jan 2007 p. E5; “Truth of the matter” by Redmer Yska, Press 3 Feb 2007, p D2. “100-year old New Zealand Truth, once the country’s biggest selling weekly investigative and scandal sheet, was sold to a private consortium led by Hawkes Bay businessman Dermot Malley in January 2007 after its muck-raking, tits-and-bums journalism (financed by a high proportion of sex advertisements) lost its audience and sales had dropped from over 200,000 a week in the 1960’s to 12,500 at the time of sale. The new owners said they would increase its reporting staff from three to seven, keep the sport focus, but we want to get back to the Truth’s editorial origins of uncovering scandals and standing up for the little guy.”

Examples of articles sensationalising Steve Crow’s triumphs in sleaze promotion: “The car-razy life of porn king Steve”, New Zealand Truth, June 4, 2009, p. 3 by a “staff reporter” who through a close personal link with Crow is well-placed to titilate Truth readers on details of Steve’s favourite “porn stars” including  ”horniest woman”, “most likely to lose her clothes”, “naughtiest woman” etc.; See also “Porn again, ” New Zealand Truth, June 11, 2009, p. 5 by an unnamed staff reporter with his nose securely in the porn trough. “It’s ashes to Eden for porn king Steve Crow… he has a new partner on board – multimillionaire property developer and internet tax accountant John Carr – who has a stake in Crow’s new operating company, Eden Digital Limited. And that’s good news for the punters. “Sure is,” says Crow, “the new group will relaunch Erotica in September this year in a more burlesque format.”

How the New Zealand Truth promotes moral decay and degeneracy: A colour feature section of each 52 page Truth weekly (“FH2″ pages 19-24), that is 31% of each paper, is regularly devoted to promoting hard core porn DVDs, brothels, strippers, promiscuity and all manner of sexual peversions. A typical example of this moral degeneracy is the advertised hardcore porn DVD featuring teenage girls: “Teenage Jizz Junkie 4″ in the May 14, 2009 issue. The promtional states: “The gateway drug. One out of every teen becomes a jizz junky, and we couldn’t be happier. According to recent statistics, teenage sperm addiction tops the list of todays most sticky social issues. In fact, some teen sperm consumption as a whole is up nearly 80% from last year. Providing for today’s young women should take top priority. Everybody’s doing it.”

In the NZ Truth entire pages of gratuitous and explicit porn and sex services are sponsored by porn distributors such as Erox Adult Stores and the adult sex service industry (e.g. brothels). Steve Crow promotes his wares through sponsored pages such as the Jesse Jane feature “Courtesy of vixen.co.nz” - (NZ Truth May 28, 2009) and page 21 “Courtesy of Eden Digital” (June 18, 2009). It is abundantly clear that the NZ Truth makes much of its money by advertising hard core porn, and services relating to the sex industry.

The latest on-line promo to Steve Crow’s porno sleaze in the porn-promoting NZ Truth is the following:

STEVE STILL CROWING

NERO fiddled while Rome fell. But it was despite plenty of fiddling, Steve Crow’s porno empire went up in smoke. Erotica and Vixen direct are in liquidation. But the bald bandicoot will ride again. Boobs on Bikes and the Erotica festival will go ahead as planned in September. While the council has done plenty of work on Queen Street it is quite possible it will have to be widened for the inclusion in the parade of perhaps the largest set of silicone implants in the developed world. Chelsea Charms is said to be on the way. Ms Charms boasts a titanic set of t***, each of them weighing close to 12 kg! The mega-boobs star could undoubtedly stop traffic. Also promised for the tenth anniversary of Erotica is the world’s greatest penis painter “Pricasso”.